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Company Information

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GILLETTE INDIA LTD.

19 September 2025 | 12:00

Industry >> Personal Care

Select Another Company

ISIN No INE322A01010 BSE Code / NSE Code 507815 / GILLETTE Book Value (Rs.) 338.89 Face Value 10.00
Bookclosure 26/08/2025 52Week High 11500 EPS 128.17 P/E 80.77
Market Cap. 33732.22 Cr. 52Week Low 7412 P/BV / Div Yield (%) 30.55 / 1.08 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors are pleased to present the
annual report and the audited financial statements
of the Company for the nine months Financial Year
ended March 31, 2025.

FINANCIAL YEAR

The Board of Directors of the Company, on
January 23, 2025, approved the change in the
Financial Year of the Company from “July 1 - June 30”
period to “April 1 - March 31” period. Consequently,
the Financial Year of the Company for period under
review, viz., 2024-25, is a period of 9 months
commencing on July 1, 2024, and ending on March
31, 2025. Subsequent financial years of the Company
shall commence on April 1 every year and end on
March 31 of the succeeding year.

Accordingly, this report of the Board of Directors,
together with all its annexures, audited financial
statements and the auditors’ report have been
prepared for the nine months period from
July 1, 2024 to March 31, 2025. Hence, the numbers
are not comparable to the previous financial year,
which was a twelve months period (July 1, 2023 to
June 30, 2024).

DIVIDEND

During the Financial Year, the Board of Directors of
the Company, at its meeting held on February 10,
2025, declared an interim dividend of ' 65 per equity
share, which was distributed to the shareholders on
March 6, 2025.

The Board of Directors of the Company, at its meeting
held on May 26, 2025, have recommended a final
dividend of '47 per equity share, for the Financial
Year ended March 31, 2025. This final dividend is
subject to approval of the Members at the ensuing
41st Annual General Meeting of the Company.

The aggregate dividend for the Financial Year ended
March 31, 2025 (including the afore-mentioned
interim and final dividend), amounts to '112 per
equity share.

FINANCIAL RESULTS

The Company’s financial performance for the
Financial Year ended March 31, 2025 is summarized
below:

Particulars

2024-25*

2023-24

Sales

2,235

2,633

Profit before tax

554

562

Profit after tax

418

412

Appropriations:

Opening balance in
retained earnings

485

506

Oher Comprehensive
Income

(5)

7

Transfer from share
option outstanding
account

8

-

Deemed Equity
Distribution to Ultimate
Holding Company

(4)

-

Dividend paid in the year

(358)

(440)

Closing balance in
retained earnings

543

485

Earnings per share

- Basic (')

128.17

126.35

- Diluted (')

128.17

126.35

*Financial Year 2024-25 is a 9 months period from
July 1, 2024 to March 31, 2025, and hence the figures are
not comparable with the previous financial year which is a
12 months period.

MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS PERFORMANCE AND STRATEGY

For the 9-months Financial Year ended March 31,
2025, the Company reported sales of ' 2,235 Crores,
driven by a robust portfolio, superior execution
and a consistent pipeline of innovation to better
serve consumers. Profit after tax for the fiscal was
' 418 Crores, driven by strong topline growth as
well as deliberate productivity interventions to fuel
superiority across the portfolio.

The Company continued to deliver a strong
performance, across top-line and bottom-line during
the Financial Year.

The Company continues to remain focused on long
term value creation and to better serve consumers,
customers, employees, society, and shareholders,
through its integrated growth strategy, which consists
of five strategic and integrated choices:

• A focused product portfolio where performance
drives brand choice

• Irresistible superiority across product, package,
brand communication, retail execution and
value, to delight consumers

• Productivity improvement in all areas of our
operations

• Leading constructive disruption of our industry
across all areas of the value chain

• An empowered, agile and accountable
organization, enabling us to better serve
consumers.

These strategic choices reinforce and build on each
other. When these strategic choices are implemented
effectively, they grow markets while creating
business, which in turn, grows Company’s share,
sales, household penetration and profit. Importantly,
this strategy is inherently dynamic, adapting to the
changing needs of stakeholders. This strategy is
yielding consistent results for the Company, and
therefore remains the right way forward as the
Company steps into the new fiscal year.

GROOMING SEGMENT PERFOMANCE

During the Financial Year, the Company’s grooming
business delivered strong performance, marked by
robust growth and continued market share gain. This
was driven by a focused strategy built on irresistible
superiority on product & packaging, effective
consumer engagement, and continuous innovation.
The Company’s grooming portfolio includes brands
like
Gillette Guard, Gillette Labs, Gillette Mach
3, Gillette Fusion, Gillette Venus, Gillette Shaving
foams
and Braun. The Company’s comprehensive
grooming portfolio continues to offer wide range
of products—from traditional hassle-free shaving
solutions; to advanced styling and shaping tools; and
electronic grooming devices, as well as comfortable
shaving experience to the female grooming needs,
ensuring we meet the unique requirements of every
consumer. In its decades of service, the Company
has strengthened its market leadership, continuing
to gain trust of its users.

The Company upgraded and enhanced the portfolio of
its much-loved
Gillette Guard which offers a superior,
cut-free shaving experience with a chrome-platinum
coating for an enhanced protection against rust. As the
Company took this proposition to market, it successfully
gained the trust of millions of consumers who now rely
on
Guard for their shaving needs.

With the understanding of evolving consumer needs,
the Company elevated range of
Mach 3 razors by
integrating state-of-the-art technology, including
three anti-friction blades and unique facial adaptive
technology. This transformative shaving experience
ensures that
“shave bhi ho jaye, aur pata bhi na chale
(worry and hasle free shaving experience), giving
the consumer both smooth and effortless shaving
experience.

Today’s consumers have diverse preferences,
including a desire for tools that allows them to
‘evolve’ their appearance as needed. With this
consumer insight at the forefront, the Company

revamped the packaging of Gillette Fusion 5 which
effectively communicates its unique and superior
proposition for
“Perfect Shave, Perfect Shape.”

Braun products continued to show healthy growth in
the appliances sector.

Over the years, we have also evolved our
communication strategy to cater to our consumers
in a better way and thereby effectively resonate with
them.

Superior communication continues to be a key
vector for the Company for its female grooming
segment -
Gillette Venus. It is a critical avenue to
reach consumers and educate them on the smooth,
painless, and hassle-free experience that
Venus
provides. The Company does this via relatable digital
and social media-led communication.

Superior packaging is also essential for the consumers,
as it creates the perfect First Moment of Truth with
consumers, enhancing the delightful experience when
they encounter
Gillette products. Through Gillette
Venus,
the Company upgraded this moment for its
consumers, with improved cues on the package which
details the feature, benefit, ingredients, and usage
recommendations - all enabling consumers to quickly
identify and choose the right product to meet their
needs at a glance.

an assortment of products - featuring from gentle
to deep clean, special range for children, and an
advanced power-oral care range. The Company
continued to upgrade its propositions to keep
delighting consumers and meeting their evolving
needs pertaining to their oral health.

The Company is committed to enhancing consumers’
experience while brushing and providing them optimum
Oral Care.

In the manual oral care segment, the Company achieved
significant progress with two new launches. The new
Sensitive Expert toothbrush features a compact head
and ultra-thin bristles, crafted to provide healthier
gums and cleaner teeth for consumers. Moreover, the
Company introduced the
Oral-B Charcoal Whitening
toothbrush,
targeted at consumers looking for effective
teeth whitening solutions.

As a result of these key interventions across the
Gillette portfolio, the Company recorded its highest-
ever market share in the Blades and Razors category
this Financial Year.

ORAL CARE SEGMENT PERFORMANCE

The Company’s Oral Care portfolio serves a diverse
range of consumers and their unique needs, with

With the insight that consumers who use Oral B
power oral care products have a much superior
experience, and to ensure more and more consumers
can experience this, the Company launched the iO3
electric toothbrush, which is designed to provide a
premium power oral care experience at an affordable
price point, inviting many more consumers into the
world of
Oral B power oral care. Another new addition,
is the
Vitality Pro Sensitive electric toothbrush, which
allows even more consumers to enjoy the benefits of
electric brushing by alleviating concerns that electric
brushes may be harsh on sensitive teeth.

The innovations in the oral care segment, supported
by dynamic go-to-market activations on e-commerce
platforms and a compelling communication strategy,
ensures the Company connects with consumers
where they are, delivering messages that truly
resonate with them.

ECONOMIC OUTLOOK, RISKS & OPPORTUNITES

The International Monetary Fund (IMF) projects Indian
economy to grow by 6.2% in 2025 and 6.3% in 2026.
This estimate stands tall against the global growth
projection which is projected at 3.3% in both 2025
and 2026, thus projecting that India will maintain its
position as a fast-growing major economy globally.
The growth is expected to be supported by private
consumption, particularly in rural areas.

Further, IMF predicts the global inflation rate to
decrease to 4.3% in 2025 and decline further to 3.6%
in 2026.

Steady government and private investment and
economic indicators of tax collections, foreign
reserves continuing to be healthy, present an
optimistic outlook for future, however, inflation and
demand needs to be remain on the watchlist in light
of the evolving global trade policies.

Although India’s economy is well-paced for growth,
uncertainties in global markets, financial volatility,
and disruptions in trade present significant risks.
Strategic reforms and fiscal strategies are crucial to
sustain and boost this growth amid evolving global
dynamics.

Within the FMCG industry, demand trends continue
to evolve. While non-food Inflation continues to stay
below RBI’s medium-term target of 4%*, consumer
consumption trends are still shifting. With healthier
monsoons last year and rural wages picking up,
rural demand is showing signs of healthy recovery.
Urban demand continues to remain soft, however
government investment is expected to inflect growth
shortly.

In this environment, the Company continues to
hold a cautiously optimistic outlook for the future
and is well positioned to sustain and improve its
performance with its integrated growth strategy and
serve the consumers with superior products.

Sources:

Press release of Ministry of Finance dated March 20, 2025;
Press release of Ministry of Finance dated April 23, 2025; and
IMF World Economic Outlook, April, 2025

FINANCIAL RATIOS & INDICATORS

Ratios

2024-25

2023-24

%

Change

Debtors’ turnover
ratio

6.84

8.86

-23#

Inventory
turnover ratio

5.26

6.52

-19#

Current ratio

1.64

1.56

5

Net capital
turnover ratio

4.46

6.16

-28#

Trade payables
turnover ratio

1.50

1.64

-9#

Return on capital
employed

50%

53%

-6#

Return on
investment

5%

4%

8#

Ratios

2024-25

2023-24

%

Change

Operating profit
margin

25%

22%

15

Net profit margin

19%

16%

20%

Return on net
worth

42%

42%

0#

#The numbers are not comparable as current year is a nine
month period vs. twelve month period in the previous year.

Note: The Company did not have any borrowings during the
Financial Year, hence interest coverage ratio and debt equity
ratio are not applicable.

RISK MANAGEMENT

The Company has set up a Risk Management
Committee and has also adopted a risk management
policy. Adequate measures have been adopted
by the Company to anticipate, plan and mitigate
the spectrum of risks it faces. The Company’s risk
management process focuses on ensuring that these
risks are identified and addressed on a timely basis.
The risks are identified by a consistent process

across functions and the Company also strives
to link each risk with a mitigation step to ensure
business continuity. The risk report is reviewed at
regular intervals, to ensure that risks are planned
for mitigation, for the fact that not all risks can be
eliminated.

As part of the business sustainability and governance
process, in order to ensure a robust risk management
system, in line with the applicable laws, the
Company follows a proactive risk management
policy, aimed at protecting its employees, assets and
the environment, while at the same time ensuring
growth and continuity of its business. The Company
also has adequate insurance coverage to protect the
value of its assets. The Company has in place a very
stringent and responsive system under which all its
distributors and vendors are assessed before being
selected.

REGULATORY AND COMPLIANCE

The Company operates within the letter and spirit
of all applicable laws. General compliance with legal
requirements is an important component of the
Company’s Worldwide Business Conduct Manual and
the same expects the following from its employees:

c

>

i

| To uphold our Purpose, Values, and Principals in our work and in the business decision we make

(

-----

1

A

I To do the right thing at all times

1

To follow standards set forth in the WBCM and the law at all times

(

To know and fully comply with the laws, regulations, and company policies that apply to
the employees’ work

>—

To be alert to any situations or actions that may violate the law, the WBCM or Company policies,
and to report them appropriately

The Company has set in place the requisite mechanism
for meeting the compliance requirements, periodic
monitoring of compliance to avoid any deviations,
and regular updates to keep pace with the regulatory
changes.

A number of training programs are conducted
periodically for employees with respect to various
compliance related topics such as Global Anti¬
Corruption Standards, Prevention of Sexual
Harassment at Workplace, Whistle-blower
Mechanism, Conflict of Interest, Data Privacy, Data
Integrity, Anti-Trust compliance etc.

SECURITY

The Company has implemented comprehensive
security programs supported by latest technology
and trained manpower to protect employees and
assets, at its office and plants. During the Financial
Year under review, no major security breaches or
incidents occurred at your Company’s plant. A
comprehensive security risk assessment is carried
out regularly and adequate security measures are
implemented to cater to changing security scenario.
The Company has installed the best of the security
measures and processes to protect its personnel
and assets.

INTERNAL CONTROLS & THEIR ADEQUACY

The Company continues to prioritize sustainable
control processes that are an integral part of
organization culture. It has built strong Internal
Controls Environment and Risk Assessment and
Management systems. These systems enable the
Company to comply with Internal Company policies,
procedures, standard guidelines, and local laws to
help protect Company’s assets and confidential
information including personal identifiable
information against financial losses and unauthorized
use. The robust controls environment at the Company
is efficiently managed and monitored through below
measures:

Controls Self-Assessments

CSA's are performed during the year across
business processes. The purpose of this
thorough exercise is to review and evaluate
process compliances against standard control
objective, activities, and attributes. This enables
the Company to proactively identify control
weaknesses and initiate actions to sustainably
mitigate them. Along with CSA's, the company
also has a process of continuous monitoring

selective controls in manufacturing processes
via an internally developed toolkit that tracks
control activities and assesses effectiveness of
controls with the process owners by selecting
auto samples for packing, planning, warehousing,
etc. Samples are auto picked up every quarter
for the respective areas in the toolkit and tested.
Defects, if any, are reviewed by the management.
This ensures ongoing monitoring of controls for
operational areas.

Governance and Global Internal Audit

There are internal control experts in the organization
guiding business teams on day-to-day compliance
requirements. They also ensure that all key
processes, i.e. selling, distribution, trade & marketing
expenses, vendor payments, etc. are reviewed and
assessed at appropriate intervals via CSAs, standard
operating procedures and process reviews or audits
as applicable. As part of their ongoing monitoring
process, if there are issues identified, those are
reported to senior management for implementing
action plans to strengthen control environment in
these processes. The assessments of high-risk and
Sarbanes-Oxley Act (SOX) compliance areas are
done by Company’s Global Internal Audit (GIA) team.
GIA comprises of certified internal auditors who
have experience across different markets and have
independent centers of excellence. Issues raised by
internal audit teams are tagged to business owners
and issue remediation is then reviewed and reported
appropriately to the senior leadership.

• Governance Board

The Governance Board is led by the Managing
Director and comprises Chief Financial Officer,
Chief Human Resource Officer, Supply Chain
Leader, Purchasing & Sustainability Leader, and
General Counsel. The Governance Board assesses,
and reviews enterprise level risks and works with
process owners and functional managers to ensure
that corrective action is taken, and risk is mitigated
as appropriate.

BUSINESS RESPONSIBILITY, ENVIRONMENTAL
SUSTAINABILITY AND CONSERVATION OF ENERGY

The Company believes that its efforts in
environmental sustainability are important to create
superior propositions for consumers, customers,
and shareholders, while improving its environmental
impact. The Company continuously seeks to reduce
the footprint of its operations and to enable
consumers to reduce their footprint, when they use
Company’s products.

The Company’s plant sites at Baddi and Bhiwadi are
a zero-manufacturing-waste-to-LandfiLL site, which
means that no manufacturing waste is discharged
into the environment.

The Company contributes to the P&G group’s ambition
to reduce Green House Gas (GHG) emissions across
its operations. The Company will continue to strive in
its efforts towards this ambition.

The Company aims to reduce plastic packaging
waste and to design the product packaging to be
recyclable or reusable; and to reduce the use of
virgin petroleum plastic resin in consumer packaging.
The Company continues to be compliant with the
Extended Producer Responsibility guidelines on
plastic packaging waste collection.

The Company also aims to play its part in protecting
the water resources and addressing the key
challenges impacting its operations and the local
communities where it operates in.

A separate report on Business Responsibility &
Sustainability has been appended as
Annexure I to
this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company's flagship Corporate Social
Responsibility program - P&G Shiksha is a holistic
program that focuses on improving learning outcomes
for children from underserved communities across
the country. P&G Shiksha has streamlined its efforts
to enable every child to learn with conceptual
understanding and realize their aspirations. P&G
Shiksha uniquely remains single-mindedly focused
on education, creating deep a and lasting impact.

The Company has constituted a Corporate Social
Responsibility Committee. The composition and terms
of reference of the Corporate Social Responsibility
Committee are provided in the Corporate Governance
Report annexed to this Annual Report.

Report on Corporate Social Responsibility activities
as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended
as
Annexure II to this Report.

TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT

The Company has the advantage of availing advanced
technology and continuous upgradation thereof
from The Procter & Gamble Company, USA and its
subsidiaries. This is an unmatched competitive
advantage that helps the Company deliver strong
business results.

As the Company avails benefits of research and
development of The Procter & Gamble Company, USA
and its subsidiaries across the globe, the Company
has not incurred any expenditure on research and
development during the Financial Year. Technology
absorption and adaptation is a continuous process.
The products manufactured and sold by the Company
are a result of such imported technology received on
an ongoing basis. Initiatives are constantly undertaken
for innovation of products, new product development,
improvement of packaging, enhancement of product
quality and application of best information technology
to automate, simplify and generate efficiencies in
various business processes.

The Company having ongoing access to cutting-
edge technology, derives benefits such as product
development, consistent superior product quality,
process efficiencies, cost effectiveness and energy
efficiency.

FOREIGN EXCHANGE EARNINGS & OUTGO

The details of foreign exchange earnings and outgo
as required under Section 134 of the Companies
Act, 2013 and Rule 8(3) of the Companies (Accounts)
Rules, 2014 are mentioned below:

Particulars

For the year
ended March
31, 2025

For the year
ended June
30,2024

Foreign Exchange
earnings

117.56

206.25

Foreign Exchange
outgo

555.83

618.72

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party
transactions which is also available on Company’s
website at
https://in.pg.com/india-governance-
and-policies/gil/terms-and-policies/. This policy
deals with the review and approval of related party
transactions in accordance with the Companies Act,
2013 and SEBI (LODR) Regulations. All related party
transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is
obtained for related party transactions which are of
repetitive nature and entered in the ordinary course
of business and at arm’s length. All related party
transactions are subjected to independent review by
Chartered Accountant firm to confirm compliance

with the requirements under the Companies Act,
2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and takes into account the OECD
guidelines.

All related party transactions entered during the
Financial Year were in ordinary course of the business
and on arm’s length basis. Accordingly, the disclosure
of related party transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in Form
AOC-2 is not applicable to the Company.

Details of material related party transaction entered
into during the Financial Year 2024-25 are given
below:

Name of Related Party

Procter & Gamble
International Operations
S.A.

Nature of transaction

Import of Finished goods

Amount of transaction
during Financial Year
2024-25

'365 crores

The above transaction was approved by the
Shareholders by passing an Ordinary Resolution
through Postal Ballot on January 8, 2018. Being
related parties, the Promoter shareholders had
abstained from voting on the said resolution.

LOANS AND GUARANTEES GIVEN AND INVESTMENTS
MADE

The Company has not given any loans, guarantees or
made any investments during the Financial Year.

PUBLIC DEPOSITS

The Company has not accepted any Public Deposits
under Chapter V of the Companies Act, 2013, during
the Financial Year.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As per the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“the Prevention of Sexual
Harassment Act”), the Company has formulated
a Policy on Prevention of Sexual Harassment at
Workplace for prevention, prohibition and redressal
of sexual harassment at workplace and has duly
constituted Internal Complaints Committees for
redressal of any such complaints received. The

Company is committed to providing a safe work
environment. During the Financial Year, 2 complaints
with allegation of sexual harassment were filed with
the Company, which were resolved during the year.
No Complaints were pending for more than 90 days
from date of filing.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3)
(c) of the Companies Act, 2013, with respect to the
Directors’ Responsibilities Statement, it is hereby
confirmed:

i. that in the preparation of the Annual Accounts
for the Financial Year ended March 31, 2025,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures

ii. that the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that were reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the Financial Year and of the profit of the
Company for the Financial Year under review

iii. that the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities

iv. that the Directors had prepared the accounts for
the Financial Year ended March 31, 2025, on a
“going concern” basis

v. that the Directors had laid down internal
financial controls to be followed by the Company
and such internal financial controls are adequate
and were operating effectively

vi. that the Directors had devised proper systems

to ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along
with the Auditors’ Certificate on its compliance is
annexed to this Report.

ANNUAL RETURN

The Annual Return for the Financial Year 2024-25, as
required under Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website
of the Company at
https://in.pg.com/india-investors/
gil/reports-announcements/announcements/.

HUMAN RESOURCES

The Company continues to focus on creating an
appealing employer brand, attracting talent that
aligns with the Company’s values, and nurturing
that talent for future success. The Company has
developed comprehensive employee centric human
resource strategies, to ensure that our organization
is well-prepared to meet future challenges.

India remains a critical talent source for the Company,
and we have adapted our campus initiatives to
proactively address the ever-evolving talent cohorts.
The Company has launched innovative campus
programs and revamped existing ones to continue to
attract the best talent. The Company’s internships,
onboarding, and learning & development programs
continue to receive recognition in various campus
surveys. We are committed to nurturing our talent
and fostering diverse leaders who will thrive in our
ecosystem.

P&G India has been consistently recognized as an
employer of choice. For the eighth consecutive year,
AVTAR has acknowledged us as one of the top 100
companies for women in India. We have also received
accolades such as the Best Organization for Women
by ET Now (2025), Buddies of Wellness by People
Matters (2024), and Silver Employer for progress
on LGBTQ inclusion at the Workplace by the India
Workplace Equality Index (2024), among others.

The number of employees as on March 31, 2025
was 513.

The Company is compliant with the Maternity Benefit
Act, 1961.

The statement of Disclosure of Remuneration under
Section 197 of the Companies Act, 2013 and Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is appended as
Annexure III to this Report.

As per the provisions of first proviso to Section 136 (1)
of the Companies Act, 2013, this Report and Financial
Statements are being sent to the Members of the
Company excluding the statement of particulars
of employees under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Any Member interested in
obtaining a copy of the said statement may write to
the Company Secretary at
investorgil.im@pg.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Gagan Sawhney and Ms. Sonali Dhawan, Non¬
Executive Directors ceased to be Directors on the
Board effective September 25, 2024. The Board of
Directors of the Company express their deepest
gratitude to them for their guidance and contribution
to the Board during their tenure as Directors on the
Board of the Company.

Mr. Gurcharan Das (erstwhile Chairperson), Mr. Anil
Kumar Gupta and Mr. Chittranjan Dua ceased to be
Non-Executive Independent Directors on the Board
on completion of their tenures effective September
28, 2024. The P&G Management and the Board of
Directors of the Company express their deepest
gratitude to Mr. Gurcharan Das, Mr. Anil Kumar Gupta
and Mr. Chittranjan Dua for their valuable guidance,
leadership, counsel and direction to the Company
during their tenure.

Ms. Anjuly Chib Duggal was elected as Chairperson of
the Board effective September 29, 2024.

Mr. Sanjay Asher and Mr. C. P. Gurnani were appointed
as Non-Executive Independent Directors on the
Board effective September 29, 2024 and October 15,
2024 respectively, for a period of five years. Further,
the Shareholders of the Company approved such
appointment at the 40th Annual General Meeting.

Mr. Gautam Kamath ceased to be Executive
Director and Chief Financial Officer of the Company
effective October 31, 2024. The Board of Directors
of the Company express their deepest gratitude to
Mr. Kamath for his guidance and contribution to the
Board during his tenure on the Board of the Company.

Ms. Srividya Srinivasan was appointed as Executive
Director and Chief Financial Officer of the Company
effective November 1, 2024. Further, the Shareholders
of the Company approved such an appointment at
the 40th Annual General Meeting of the Company.

Mr. Pramod AgarwaL, Non-Executive Director, retiring
by rotation and being eligible, offers himself for
re-appointment. Appropriate resolution for said
re-appointment is being proposed at the ensuing
41st Annual General Meeting of the Company.

AU Independent Directors of the Company have
provided declarations to the Company stating that
they meet the criteria of independence as mentioned
under Section 149 (6) of the Companies Act, 2013 (“the
Act”) and the Securities and Exchange Board of India
(Listing Obligations and Disclosures Requirements)
Regulations, 2015 [“SEBI (LODR) Regulations”].

The Board is of the opinion that all the Independent
Directors of the Company possess integrity, have
relevant expertise and experience and fulfil the
conditions specified under the Act and the SEBI
(LODR) Regulations. The details of the familiarization
programmes and annual board evaluation process for
Directors have been provided under the Corporate
Governance section of the Report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Four (4) meetings of the Board of Directors of the
Company were held during the Financial Year. For
further details on meetings of the Board of Directors
and its Committees, please refer to the Corporate
Governance section of this Report.

POLICIES

The Company has adopted various policies including
policies on related party transactions, corporate
social responsibility, vigil mechanism, nomination
and remuneration, materiality of events and dividend
distribution which are available on the website of
the Company at
https://in.pg.com/india-governance-
and-poLicies/giL/terms-and-poLicies/.

INTERNAL AUDITOR

During the Financial Year, the Board of Directors had
appointed Ms. Pooja Bhutra, Chartered Accountant as
the Internal Auditor of the Company for the Financial
Year 2024-25.

AUDITORS

At the Annual General Meeting held on November
18, 2022, KaLyaniwaLLa & Mistry LLP, Chartered
Accountants, were appointed as Statutory Auditors
of the Company for a second term of five years,

i.e., from the conclusion of the 38th Annual General
Meeting until the conclusion of the 43rd Annual
General Meeting.

The Report issued by KaLyaniwaLLa & Mistry LLP,
Statutory Auditors on the financial statements of the
Company for the Financial Year ended March 31, 2025
forms part of the Annual Report. There has been no
qualification, reservation or adverse remark given by
the Auditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was carried out by M/s. Saraf &
Associates, Practicing Company Secretaries for the
Financial Year 2024-25. There were no qualifications,
reservations or adverse remarks given by Secretarial
Auditors of the Company. The Secretarial Audit report
is annexed to this Annual Report.

Further the Board at its meeting held on May 26,
2025, have approved appointment of MK Saraf &
Associates LLP, Practicing Company Secretaries, as
secretarial auditors of the Company for a term of five
years from April 1, 2025 to March 31, 2030, subject
to approval of shareholders of the Company at the
ensuing 41st Annual General Meeting.

SECRETARIAL STANDARDS

During the Financial Year, the Company has complied
with mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

The Board of Directors place on record its deep
appreciation for the co-operation and support of
the Company’s employees, distributors, wholesalers,
retailers, suppliers, clearing and forwarding agents,
business associates, government authorities,
bankers, consumers, employees and Shareholders
and Look forward to their continued support on the
journey ahead.

On behalf of the Board of Directors

Anjuly Chib Duggal
Chairperson

Date: May 27, 2025
Place: Mumbai